EXHIBIT 10.9

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

May 25, 2004

TRANSFER AGENT: Pacific Transfer Company
                500 East Warm Springs Drive, Suite 240
                Las Vegas, NV 89119
                Attention: Shelly Godfrey

      RE:   AMERICHIP INTERNATIONAL, INC.

Ladies and Gentlemen:

      Reference  is made to that  certain  Securities  Purchase  Agreement  (the
"Securities  Purchase  Agreement"),  dated  the  date  hereof,  by  and  between
AmeriChip  International,  Inc., a Nevada  corporation (the "Company"),  and the
Buyers set forth on  Schedule I attached  thereto  (collectively  the  "Buyer"),
pursuant  to which  the  Company  shall  sell to the  Buyer up to Three  Hundred
Thousand Dollars  ($300,000) of the Company's  secured  convertible  debentures,
which shall be convertible  into shares of the Company's common stock, par value
$.001 per share (the "Common Stock"). The shares of Common Stock to be converted
thereunder  plus  interest  which may be  converted  into  Common  Stock and any
Liquidated  Damages,  which may be converted  into Common Stock  thereunder  are
referred to herein as the  "Conversion  Shares."  This letter shall serve as our
irrevocable  authorization  and  direction  to you  (provided  that  you are the
transfer  agent of the Company at such time) to issue the  Conversion  Shares in
shares of the Company's Common Stock, in the event the Buyer has elected to have
the  interest of the  Convertible  Debenture,  pursuant  to Section  1.07 of the
Convertible  Debenture,  paid in Common Stock (the  "Interest  Shares"),  or the
Buyer has elected to have Liquidated Damages (the "Liquidated  Damages Shares"),
pursuant to Section 2(c) of the Investor Registration Rights Agreement dated the
date hereof paid in Common Stock.  to the Buyer from time to time upon surrender
to you of a properly completed and duly executed  Conversion Notice, in the form
attached  hereto as  Exhibit  I,  delivered  on behalf of the  Company by Butler
Gonzalez, LLP.

      Specifically,  upon  receipt by the Company or Butler  Gonzalez,  LLP of a
copy of a Conversion  Notice,  Butler  Gonzalez,  LLP, on behalf of the Company,
shall as soon as practicable, but in no event later than one (1) Trading Day (as
defined below) after receipt of such Conversion Notice,  send, via facsimile,  a
Conversion Notice,  which shall constitute an irrevocable  instruction to you to
process  such   Conversion   Notice  in  accordance  with  the  terms  of  these
instructions. Upon your receipt of a copy of the executed Conversion Notice, you
shall use your best efforts to, within three (3) Trading Days following the date
of receipt of the Conversion Notice, (A) issue and surrender to a common carrier
for overnight  delivery to the address as specified in the Conversion  Notice, a
certificate, registered in the name of the Buyer or its designee, for the number
of shares of Common  Stock to which the Buyer  shall be entitled as set forth in
the Conversion  Notice or (B) provided you are  participating  in The Depository
Trust Company  ("DTC") Fast  Automated  Securities  Transfer  Program,  upon the
request of the Buyer,  credit such aggregate number of shares of Common Stock to
which the Buyer  shall be  entitled  to the  Buyer's or its  designee's  balance
account with DTC through its Deposit  Withdrawal  At Custodian  ("DWAC")  system
provided the Buyer  causes its bank or broker to initiate the DWAC  transaction.
("Trading  Day"  shall  mean  any day on which  the  Nasdaq  Market  is open for
customary trading.)

<PAGE>

      The  Company  hereby  confirms  to you and  the  Buyer  that  certificates
representing the Conversion Shares,  the Interest Shares,  and/or the Liquidated
Damages Shares shall not bear any legend restricting  transfer of the Conversion
Shares thereby and should not be subject to any  stop-transfer  restrictions and
shall  otherwise be freely  transferable on the books and records of the Company
provided that the Company counsel delivers (i) the Notice of  Effectiveness  set
forth in Exhibit II  attached  hereto and (ii) an opinion of counsel in the form
set forth in Exhibit III attached hereto, and that if the Conversion Shares, the
Interest  Shares,  and/or the  Liquidated  Damages Shares are not registered for
sale under the Securities Act of 1933, as amended, then the certificates for the
Conversion Shares shall bear the following legend:

            "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
            REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR
            APPLICABLE  STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
            FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
            ASSIGNED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT FOR
            THE  SECURITIES  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR
            APPLICABLE  STATE  SECURITIES  LAWS, OR AN OPINION OF COUNSEL,  IN A
            FORM REASONABLY  ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
            REQUIRED  UNDER  SAID ACT OR  APPLICABLE  STATE  SECURITIES  LAWS OR
            UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

      The Company hereby confirms and Pacific Stock Transfer  acknowledges  that
in the event  Counsel  to the  Company  does not issue an  opinion of counsel as
required to issue the  Conversion  Shares free of legend the Company  authorizes
and Pacific Stock  Transfer will accept an opinion of Counsel from Seth Farbman,
PC.

      The  Company  hereby  confirms  to you and the Buyer that no  instructions
other  than as  contemplated  herein  will be given to you by the  Company  with
respect to the  Conversion  Shares.  The Company hereby agrees that it shall not
replace Pacific Stock Transfer as the Company's transfer agent without the prior
written consent of the Buyer.

      Any  attempt by you to resign as  transfer  agent  hereunder  shall not be
effective  until such time as the Company  provides to you written notice that a
suitable  replacement  has agreed to serve as transfer  agent and to be bound by
the terms and conditions of these Irrevocable Transfer Agent Instructions.

      The Company and Pacific Stock Transfer hereby acknowledge and confirm that
complying  with the terms of this  Agreement  does not and  shall  not  prohibit
Pacific Stock Transfer from  satisfying  any and all fiduciary  responsibilities
and duties it may owe to the Company.


                                       2
<PAGE>

      The Company  and  Pacific  Stock  Transfer  acknowledge  that the Buyer is
relying on the  representations  and covenants made by the Company Pacific Stock
Transfer  hereunder  and  are a  material  inducement  to the  Buyer  purchasing
convertible debentures under the Securities Purchase Agreement.  The Company and
Pacific Stock Transfer further acknowledge that without such representations and
covenants of the Company and Pacific Stock  Transfer made  hereunder,  the Buyer
would not enter into the Securities Purchase Agreement and purchase  convertible
debentures pursuant thereto.

      Each party hereto  specifically  acknowledges and agrees that in the event
of a breach or threatened breach by a party hereto of any provision hereof,  the
Buyer will be irreparably damaged and that damages at law would be an inadequate
remedy if these  Irrevocable  Transfer Agent  Instructions were not specifically
enforced.  Therefore,  in the event of a breach or threatened  breach by a party
hereto, including,  without limitation,  the attempted termination of the agency
relationship  created  by this  instrument,  the  Buyer  shall be  entitled,  in
addition to all other  rights or remedies,  to an  injunction  restraining  such
breach,  without being required to show any actual damage or to post any bond or
other security, and/or to a decree for specific performance of the provisions of
these Irrevocable Transfer Agent Instructions.



                                    * * * * *


                                       3
<PAGE>


      IN  WITNESS  WHEREOF,  the  parties  have  caused  this  letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered as of the date first written above.

                                          COMPANY:
                                          AMERICHIP INTERNATIONAL,  INC.

                                          By: ______________________________
                                          Name:      Marc Walther
                                          Title:     President


                                          BUTLER GONZALEZ, LLP

                                          __________________________________
                                          By: David Gonzalez, Esq.


TRANSFER AGENT:

PACIFIC STOCK TRANSFER

By: _____________________________
Name: ___________________________
Title: __________________________



                                       4
<PAGE>


                                   SCHEDULE I

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>
                                                                                       ADDRESS/FACSIMILE
NAME                                SIGNATURE                                          NUMBER OF BUYER
-----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                                <C>
Cornell Capital Partners,  LP       By:        Yorkville Advisors, LLC                 101 Hudson Street - Suite 3606
                                    Its:       General Partner                         Jersey City, NJ  07303
                                                                                       Facsimile: (201) 985-8266

                                    By: ______________________________________
                                    Name:      Mark A. Angelo
                                    Its:       Portfolio Manager
</TABLE>


                                  SCHEDULE I-1

<PAGE>

                                    EXHIBIT I

                         TO TRANSFER AGENT INSTRUCTIONS
                            FORM OF CONVERSION NOTICE

      Reference is made to the Securities  Purchase  Agreement (the  "Securities
Purchase Agreement") between AmeriChip International Inc., (the "Company"),  and
Cornell  Capital  Partners,  LP,  dated May ___  2004.  In  accordance  with and
pursuant to the Securities Purchase Agreement,  the undersigned hereby elects to
convert convertible  debentures into shares of common stock, par value $.001 per
share (the "Common Stock"),  of the Company for the amount indicated below as of
the date specified below.

Conversion Date:                ________________________________________________

Amount to be converted:         $_______________________________________________

Conversion Price:               $_______________________________________________

Shares of Common
Stock Issuable:                  _______________________________________________

Amount of Debenture
unconverted:                    $_______________________________________________

Amount of Interest Converted:   $_______________________________________________

Conversion Price of Interest:   $_______________________________________________

Shares of Common
Stock Issuable:                  _______________________________________________

Amount of Liquidated Damages:   $_______________________________________________

Conversion Price of
Liquidated Damages:             $_______________________________________________

Shares of Common
Stock Issuable:                 ________________________________________________

Total Number of shares of
Common Stock to be issued:      ________________________________________________


                                   EXHIBIT I-1

<PAGE>


Please  issue  the  shares  of  Common  Stock in the  following  name and to the
following address:


Issue to:                       ________________________________________________

Authorized Signature:           ________________________________________________

Name:                           ________________________________________________

Title:                          ________________________________________________

Phone #:                        ________________________________________________

Broker DTC Participant Code:    ________________________________________________

Account Number*:                ________________________________________________



     * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.


                                       2
<PAGE>

                                   EXHIBIT II

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

_________, 2004

__________________________
12933 W. 8 Mile Road
Detroit, Michigan 48325

Attention:

      RE:   AMERICHIP INTERNTIONAL, INC.

Ladies and Gentlemen:

      We are counsel to AmeriChip International, Inc., a Nevada corporation (the
"Company"),  and have  represented  the Company in connection  with that certain
Securities  Purchase  Agreement,  dated  as of May  25,  2004  (the  "Securities
Purchase  Agreement"),  entered into by and among the Company and the Buyers set
forth on Schedule I attached  thereto  (collectively  the  "Buyer")  pursuant to
which the Company has agreed to sell to the Buyer up to Three  Hundred  Thousand
Dollars ($300,000) of secured convertible debentures, which shall be convertible
into shares (the  "Conversion  Shares") of the Company's common stock, par value
$.001  per share  (the  "Common  Stock"),  in  accordance  with the terms of the
Securities  Purchase  Agreement.  Pursuant to the Securities Purchase Agreement,
the Company also has entered into a Registration  Rights Agreement,  dated as of
May 25, 2004,  with the Buyer (the  "Investor  Registration  Rights  Agreement")
pursuant  to which the  Company  agreed,  among other  things,  to register  the
Conversion Shares under the Securities Act of 1933, as amended (the "1933 Act").
In  connection  with the Company's  obligations  under the  Securities  Purchase
Agreement and the Registration Rights Agreement,  on _______,  2004, the Company
filed a  Registration  Statement  (File No.  ___-_________)  (the  "Registration
Statement") with the Securities and Exchange  Commission (the "SEC") relating to
the sale of the Conversion Shares.

      In connection with the foregoing, we advise you that a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the  Registration  Statement  effective  under  the  1933  Act at 5:00  P.M.  on
__________,  2004 and we have no knowledge, after telephonic inquiry of a member
of the SEC's staff,  that any stop order suspending its  effectiveness  has been
issued  or that  any  proceedings  for  that  purpose  are  pending  before,  or
threatened  by, the SEC and the  Conversion  Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.


                                  EXHIBIT II-1

<PAGE>


      The Buyer has  confirmed  it shall  comply  with all  securities  laws and
regulations   applicable  to  it  including   applicable   prospectus   delivery
requirements upon sale of the Conversion Shares.

                                          Very truly yours,

                                          COMPANY COUNSEL: _________________

                                          By: ______________________________



                                  EXHIBIT II-2

<PAGE>

                                   EXHIBIT III

                         TO TRANSFER AGENT INSTRUCTIONS

                                 FORM OF OPINION

________________ 2004

VIA FACSIMILE AND REGULAR MAIL

TRANSFER AGENT: Pacific Stock Transfer
                500 East Warm Springs Drive, Suite 240
                Las Vegas, NV 89119

      RE:   AMERICHIP INTERNATIONAL, INC.

Ladies and Gentlemen:

      We have acted as special  counsel to AmeriChip  International,  Inc.  (the
"Company"),  in  connection  with the  registration  of  ___________shares  (the
"Shares") of its common stock with the Securities and Exchange  Commission  (the
"SEC"). We have not acted as your counsel.  This opinion is given at the request
and with the consent of the Company.

      In rendering  this opinion we have relied on the accuracy of the Company's
Registration Statement on Form SB-2, as amended (the "Registration  Statement"),
filed by the Company with the SEC on _________  ___, 2004. The Company filed the
Registration  Statement on behalf of certain selling  stockholders (the "Selling
Stockholders").  This opinion relates solely to the Selling  Shareholders listed
on Exhibit  "A" hereto and  number of Shares  set forth  opposite  such  Selling
Stockholders'  names. The SEC declared the Registration  Statement  effective on
__________ ___, 2004.

      We  understand  that the  Selling  Stockholders  acquired  the Shares in a
private offering exempt from  registration  under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is  contained  under the  heading  "Selling  Stockholders"  in the  Registration
Statement,  which information is incorporated herein by reference.  This opinion
does not relate to the issuance of the Shares to the Selling  Stockholders.  The
opinions set forth herein  relate  solely to the sale or transfer by the Selling
Stockholders  pursuant to the  Registration  Statement under the Federal laws of
the United States of America.  We do not express any opinion  concerning any law
of any state or other jurisdiction.

      In  rendering  this  opinion  we have  relied  upon  the  accuracy  of the
foregoing statements.


                                  EXHIBIT III-1

<PAGE>

      Based on the  foregoing,  it is our  opinion  that the  Shares  have  been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933, as amended,  and that Pacific Stock Transfer may remove the restrictive
legends  contained on the Shares.  This opinion  relates solely to the number of
Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto.

      This opinion is  furnished  to you  specifically  in  connection  with the
issuance of the Shares, and solely for your information and benefit. This letter
may not be relied upon by you in any other connection,  and it may not be relied
upon by any other  person or entity for any purpose  without  our prior  written
consent.  This  opinion may not be  assigned,  quoted or used  without our prior
written  consent.  The  opinions  set forth  herein are  rendered as of the date
hereof and we will not  supplement  this  opinion with respect to changes in the
law or factual matters subsequent to the date hereof.


Very truly yours,

_____________________________
COMPANY COUNSEL


                                  EXHIBIT III-2
<PAGE>


                                   EXHIBIT "A"

                         (LIST OF SELLING STOCKHOLDERS)

NAME:                                       NO. OF SHARES:
-----------------------------------------   ------------------------------------




                                   EXHIBIT A-1